Delta Airlines 2014 Annual Report Download - page 277

Exhibit I
For the avoidance of doubt, this ACS Software Sublicense does not apply to (i) any software embedded in any
component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber (ii) third party software
not provided under a Airbus Contracted Suppliers Support Agreement, including but not limited to any standard, “
off
the shelf”
software (Components Off The Shelf/COTS) and (iii) open source software contained in the ACS Supplier
Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software
is independently distributed on an “as is”
basis under the respective license terms therefor, and that the ACS
Sublicensor disclaims any liability in relation to such open source software.
“Update(s)”
means any update(s) or replacement(s) to the ACS Supplier Software licensed hereunder, which the
ACS Sublicensor or the ACS Supplier, at their discretion, make generally available to the ACS Sublicensee.
Sublicensor ”
means the Seller under the Agreement as authorized by the ACS Supplier to sublicense the ACS
Supplier Software to the operators of Airbus aircraft.
“ Sub-Sublicensor ” means Airbus Americas Customer Services, Inc.
“User Guide”
means the documentation, which may be in electronic format, designed to assist the ACS
Sublicensee in using the ACS Supplier Software.
Capitalized terms used herein and not otherwise defined in this ACS Software Sublicense shall have the meaning
assigned thereto in the Agreement.
In consideration of the purchase by the ACS Sublicensee of the Aircraft, the ACS Sublicensee is hereby granted
[***]. Each ACS Supplier shall remain the owner of all intellectual property rights in the ACS Supplier Software.
There shall be one ACS Software Sublicense granted in respect of each Aircraft purchased by the ACS
Sublicensee.
The ACS Sublicensee may, at any time, assign or otherwise transfer all or part of its rights under this ACS Software
Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the
ACS Supplier Software are related provided that the ACS Sublicensee causes the assignee to agree to the terms
of this ACS Software Sublicense.
The ACS Sublicensee shall assign a ACS Software Sublicense for all ACS Supplier Software installed on the sold,
transferred or leased Aircraft and shall retain all other ACS Software Sublicenses attached to any Aircraft that the
ACS Sublicensee continues to operate.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
2.
LICENSE
3.
ASSIGNMENT AND DELEGATION
3.1 Assignment